CERo Therapeutics (CERO) S-1 IPO registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

CERo Therapeutics Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered(1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee		Carry Forward Form Type		Carry Forward File Number		Carry Forward Initial effective date		Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity		Common Stock, par value $0.0001 per share		457(c)		210,000,000	(2)	$	0.2618	(3)	$	54,967,500		0.00015310	$	8,415.52
Carry Forward Securities
Carry Forward Securities	—		—		—		—						—						—		—		—		—
	Total Offering Amounts											$	54,967,500			$	8,415.52
	Total Fees Previously Paid																—
	Total Fee Offsets																—
	Net Fee Due															$	8,415.52

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered hereby such indeterminate number of additional shares of common stock, par value $0.0001 per share (“Common Stock”), of CERo Therapeutics Holdings, Inc. (the “Company”) as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions.

(2) Includes (i) shares of Common Stock that the Company may elect, in its sole discretion, to issue and sell to Keystone, from time to time from and after the Keystone Commencement Date (as defined in that certain Common Stock Purchase Agreement, dated as of November 8, 2024, by and between the Company and Keystone (the “New Keystone Purchase Agreement”)) pursuant to the New Keystone Purchase Agreement and (ii) 1,364,295 shares of Common Stock that have been issued to Keystone pursuant to a Common Stock Purchase Agreement, dated as of February 14, 2024, by and between the Company and Keystone, as consideration for it establishing an equity line of credit.

(3) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of Common Stock on the Nasdaq Global Market on November 21, 2024. This calculation is in accordance with Rule 457(c) of the Securities Act.

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A